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INSIGHTS JULY 2019 Transactional Risk Insurance Claims Study, EMEA 175 notifications, 24 jurisdictions, 10-year time frame.

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INSIGHTS JULY 2019

Transactional Risk Insurance Claims Study, EMEA 175 notifications, 24 jurisdictions, 10-year time frame.

INSIGHTS JULY 2019

Transactional Risk Insurance Claims Study, EMEA

CONTENTS

1 Introduction: Coming of Age

2 More Notifications

4 Earlier Notifications

5 Faster Settlements

8 Breach Types: Tax and Financial Statements Dominate

10 Jurisdictional Trends

14 Tax In Focus

15 About Marsh JLT Specialty

Marsh JLT Specialty • 1

Introduction: Coming of AgeWarranty and indemnity (W&I) insurance is now an

established mergers and acquisitions (M&A) deal tool,

which helps to drive through many transactions in a

competitive deal environment.

Fifteen years ago, clients asked, “What

is W&I insurance?” Now they ask, “Are

there any claims under W&I insurance

policies?” Or, more simply, “Do W&I

insurance policies actually work?”

The answer is “yes”. Marsh JLT Specialty’s

first edition of Transactional Risk Insurance

Claims Study, EMEA shows that not only

have far more notifications been made

in recent years, but so have the number

of notifications made as a proportion

of overall policies placed. Notifications

are also being made much sooner, and

claims are being paid more quickly.*

This is evidence that W&I insurance is

no longer just a deal facilitation tool

but a proven risk transfer mechanism.

The picture is uneven across Europe,

however, with some of the larger,

more mature markets unsurprisingly

showing higher notification levels.

Future editions of this report will

reveal whether more emergent W&I

insurance markets will follow suit.

The long-tail nature of W&I insurance

means that many policies placed in

recent years are unexpired, so many

may still receive notifications and our

claims “book” will develop further.

With M&A activity set to remain

high in many parts of EMEA, W&I

insurance is well positioned to

continue to facilitate transactions

and growth across the region.

Lorraine Lloyd-Thomas, Managing

Director of the Private Equity and M&A

Practice Marsh JLT Specialty.

AT A GL ANCE

• The total number of

notifications increased

sharply between

2016 and 2018.

• Notifications as a

proportion of all policies

placed increased between

2016 and 2018.

• Bigger deals (US$1

billion-plus) had more

notifications as a proportion

of policies placed.

• The time taken to settle

claims reduced significantly

between 2012 and 2017.

• More than half of

notifications related to tax

or financial statements

breaches. Nearly 45% of tax

claims were VAT-related.

• The five locations with

the most notifications

were the UK, Germany,

France, the Netherlands,

and the Nordics.

METHODOLOGY

In this report, we take an

in-depth look at Marsh JLT

Specialty’s EMEA claims data

from between 2009 and the

end of Q1 2019. This review

includes 175 notifications

across 24 jurisdictions.

* This refers to a claim that has evolved past mere facts or circumstances that may give rise to a claim, with the insured investigating the breach and loss,

and presenting the claim to insurers formally under the policy for payment.

2 • Transactional Risk Insurance Claims Study, EMEA

More NotificationsFrom 2016 onwards there has been a marked increase in the number of notifications,

and also in the number of notifications as a proportion of all policies placed.

FIGURE

1The total number of notifications increased sharply

from 2016.

SOURCE: MARSH JLT SPECIALTY.

FIGURE

2Notifications as a proportion of all policies placed increased between 2016 and 2018.

SOURCE: MARSH JLT SPECIALTY.

The increased number of W&I insurance

notifications (see figure 1) reflects the

increased M&A activity of recent years

and consequently the increased use of

insurance. A key driver of the increased

use of W&I insurance has been the rise of

sellers stapling a policy (where the buyer

is the ultimate insured) into an auction

process to achieve a “clean exit”. This has

become common practice in recent years

as knowledge of its benefits has become

more widespread.

Figure 2 shows both the number of

policies placed between 2016 and

2018 and notifications received within

the same time frame. As these policies

are long-tail in nature (typically up to

seven years for tax) many still have a

possibility for further notifications.

2018201720162015201420132012201120102009

NO

TIF

ICA

TIO

NS

200

300

400

500

600

4

5

6

7

8

9

10

11

12

201820172016

NU

MB

ER

OF

PO

LIC

IES

PLA

CE

DP

OLIC

IES

WIT

H A

NO

TIF

ICA

TIO

N (%

)

Marsh JLT Specialty • 3

The increase in the number of

notifications as a proportion of all

policies placed (see figure 2) is likely to

have been caused by multiple factors.

First, increased competition among

insurers has led to them providing

broader coverage (meaning there are

more circumstances in which insureds

can claim).

Second, the emergence (particularly

from mid-2016) of nil recourse structures

for operational businesses has perhaps

changed seller behaviour. Nil recourse

structures can provide sellers with a

cleaner exit (and therefore less “skin in

the game”), and with more risk being

placed with the insurer, the seller has

less incentive to resist buyer-friendly

warranties. This has perhaps resulted

in more problems being identified

post-transaction.

Third, as insureds have become more

familiar with W&I insurance and how it

works, they have become more likely to

make a notification, and make it sooner.

Additionally, in a seller’s market

there can be pressure to execute

transactions quickly, sometimes

increasing the risk of issues not being

identified until after completion.

Notifications by Deal Size

Proportionally, notifications are far more

likely to be made on larger deals than

smaller ones (see figure 3), with circa

17% of deals with an enterprise value

of more than US$1 billion receiving a

notification. This is likely because of the

greater complexity of larger deals, which

increases the likelihood of some issues

being missed during due diligence.

Equally, the risk exposures in larger

businesses are generally higher given the

multiple legal, regulatory, taxation, and

accounting regimes these businesses

must comply with.

Fewer notifications are, proportionally,

made for deals between US$100 million

and US$200 million in size. Such deals

constitute an underwriting “sweet

spot” as the business and jurisdictional

spread involved is usually still relatively

simple, but the deal is large enough that

the parties tend to conduct reasonably

thorough due diligence, and the insured

limit purchased and consequent premium

income is attractive to many insurers.

Deals of below US$50 million also have

fewer notifications as a proportion of

policies placed; these tend to be more

simplified businesses and many are in the

commercial real estate sector.

FIGURE

3Larger deals had more notifications as a

proportion of policies placed between 2009

and 2018.*

SOURCE: MARSH JLT SPECIALTY.

0

5

10

15

20

25

30

35

>1bn200m-1bn100m-200m50-100m<50m

% OF DEAL SIZE % NOTIFICATION

(%)

(US$)

* This data includes Marsh EMEA data and data processed through JLT London.

Notifications are far more likely to be made on larger deals than smaller ones.

4 • Transactional Risk Insurance Claims Study, EMEA

Earlier NotificationsBetween 2013 and 2016 the highest proportion of notifications were made in the second

year of the policy (typically towards the end of the non-tax policy period).

For the most recent placements, 2017

onwards, initial data shows a higher

proportion of earlier notifications than

previously reported. As these policies

mature, however, the notification periods

are likely to balance out somewhat.

Insureds increasingly appreciate that if

there is a problem, it should be notified

promptly. This is preferable to presenting

a laundry list of problems later on or

even close to policy expiry, when the

problem(s) may be more advanced and

harder to address. This may lead to a

rushed investigation by insurers or late-

stage disputes.

“Clients are becoming more familiar with

the way the product works and this is

reflected in the notifications,” says Mary

Duffy, Global Head of M&A Insurance

at AIG. “Savvy insureds will provide

adequate supporting documentation

early in the claim to allow the process to

proceed as efficiently as possible.”

FIGURE

4Between 2013 and 2016 the highest proportion of notifications were made in the

second year of the policy.*

SOURCE: MARSH JLT SPECIALTY.

TO

TAL

NO

TIF

ICA

TIO

NS

(%

)

TIME FRAME

0

10

20

30

40

50

60

70

80

2013-2016

2009-2012

LONGER12-24 MONTHS6-12 MONTHSFIRST SIX MONTHS

* This data includes Marsh EMEA data and data processed through JLT London.

For the most recent placements, 2017 onwards, initial data shows a higher proportion of earlier notifications than previously reported.

Marsh JLT Specialty • 5

Faster SettlementsThe average time between first notification and insurers paying out the claim has

dropped significantly.*

The faster settlement of claims

is driven by several factors, with

one cause likely to be better

preparation of claims by insureds.

Insurers often state that the greatest

single factor for delay in adjusting

W&I insurance claims is a lack of

information or documentary evidence

from insureds. Following the initial

notice, information flow can often

dry up entirely and this can increase

the likelihood of miscommunication

and early formal legal action, which

further prolongs the process.

The assistance of an intermediary with

specialist W&I insurance knowledge,

such as a claims broker, may contribute

to faster settlements and a smoother

claims process following notification.

Tim Allen, M&A Underwriter and Focus

Group Leader at Beazley, says: "The

broker’s role in claims is critical. They

deliver expertise and experience in how

to best approach an insurer, how to best

present a claim, and how to achieve a

successful and swift conclusion to the

claims process.

"The broker can guide both parties to

focus on the important elements of a

claim that are critical to a successful

resolution. Without a broker involved,

time can be spent going through less

critical aspects of the claim or correcting

misunderstandings as to what the

coverage can and can’t respond to.”

In addition, as the W&I insurance

market matures, insurers and insureds

are displaying increased familiarity

with the policy wording and its

practical application, particularly

the interplay between the policy and

sale and purchase agreement (SPA).

Insurers have invested notably in their

claims services and shown greater

willingness to confirm breaches and

pay when there is a valid claim. In many

cases, this is the result of increased

competition among insurers, who are

seeking to differentiate themselves and

demonstrate a strong claims service.

Sarah McNally, Partner at Herbert Smith

Freehills, says: “The key to ensuring an

effective notification is preparation, and

significant thought may be needed in

the formulation of the claim notice. In

particular, work carried out in reviewing

the relevant disclosures as well as the

factual evidence for the breach will

help an insured present breaches of

warranties to insurers in a manner that

is persuasive. Such an approach should

also help avoid inadvertently referencing

breaches of warranty which are not

covered, or presenting the claim in a

way which engages a policy exclusion.

It can be hard to change how an insurer

views a claim at a later stage – it is much

better to make sure that there are no

misunderstandings in the first place.”

It will help insureds to fully understand

the claims process, thoroughly prepare

their claim at an early stage, and

maintain open levels of communication

throughout. In particular, the steps

overleaf can help insureds to prepare

well for claims and speed up the claims

process.

FIGURE

5The time taken to settle claims has reduced significantly since 2009.*

SOURCE: MARSH JLT SPECIALTY.

1-6

months

6-12

months

12-24

months

> 24

months

201720162014201320122009

AV

ER

AG

E T

IME

BE

TW

EE

N F

IRS

T

NO

TIF

ICA

TIO

N A

ND

PA

YM

EN

T

* This refers to a claim that has evolved past mere facts or circumstances that may give rise to a claim, with the insured investigating the breach and loss,

and presenting the claim to insurers formally under the policy for payment. This data includes Marsh EMEA data and data processed through JLT London.

6 • Transactional Risk Insurance Claims Study, EMEA

1. ENG AGE INTERNAL S TAKEHOLDERS E ARLY ON

In some cases, particularly where a claim is made later in the

policy period, there can be a race to make the notification

for protective purposes without properly assessing the

merits of the claim or the motivations of the internal

management team, particularly by way of a cost/benefit

analysis. This can lead to a delay later on, while internal

stakeholder buy-in is sought to a particular course of action

or claim strategy. It is always helpful to have a clear and

approved strategy before presenting the claim to insurers.

Wherever possible, also identify and engage any legacy

management team and obtain as much information from

them as possible.

2. CONSIDER FORENSIC INVE S TIG ATION

Consider the insured’s ability to undertake any forensic

investigation of the loss internally. If internal resource for

this is unavailable, then appoint external experts early

on. The loss arising from a breach of warranty will usually

require extensive investigation and proof, particularly

where a company valuation is concerned, and both parties

will usually engage forensic valuation experts sooner rather

than later. It can be useful to have some idea of the basis of

the claim valuation, and supporting analysis, at the outset.

3. PROVIDE A S DE TAILED A CL AIM NOTICE

A S POSSIBLE

Aim to include background facts, details of the specific

warranties breached and why, and details of the loss, if

at all possible. The fuller the claim notice, the greater the

level of engagement with insurers early on. Also try to be as

transparent as possible with insurers with information and

internal data that may support the claim, as this can lead to

a speedier resolution.

4. SUBMIT CL AIMS PROMP TLY

Submitting claims well in advance of any limitation period or

policy expiry will mean that insurers have time to properly

analyse the policy and claim. Equally, if any consents are

required (for example, for settlement with the seller or

a third party, or consent to incur costs), these should be

obtained from insurers as soon as possible and well in

advance. A failure to inform insurers promptly and keep

them informed, particularly in relation to settlements

with the seller, can cause difficulties for adjustment of the

claim and may cause difficulties with the settlement itself if

insurers are unable to give their informed consent.

FIGURE

6The amount paid in claims increased sharply between 2018 and 2019.*

SOURCE: MARSH JLT SPECIALTY.

2019201820172016

AM

OU

NT

PA

ID I

N C

LA

IMS

* This refers to a claim that has evolved past mere facts or circumstances that may give rise to a claim, with the policyholder investigating the breach and

loss, and presenting the claim to insurers formally under the policy for payment.

As well as faster claims settlements, there has also been

a significant general upward trend in claims payments

over the last few years (see figure 6), including a greater

willingness among insurers to pay large claims. From 2016

to date, Marsh JLT Specialty has seen circa US$100 million of

paid claims in EMEA. Marsh JLT Specialty is also advising on

ongoing claims that are expected to mature in the near future,

including individual claims in excess of US$100 million.

“The market is likely to see more large losses in the near term

as the volume of insured deals increases and a key issue will

be how insurers behave in response. In this sense, the product

is entering a critical phase and the likely result will be a shift

in the mind-set of buyers when selecting which insurer to

partner with, towards claims service and the ability of insurers

to honour claims whatever their size,” says Simon Radcliffe,

Claims Counsel, EMEA & APAC Regions, Liberty GTS.

Marsh JLT Specialty • 7

FIGURE

784% of closed claims were paid between 2009

and 2019.*

SOURCE: MARSH JLT SPECIALTY.

PAID CLAIMS

UNPAID CLAIMS

16%

84%

FIGURE

889% of denials related to policy exclusions

between 2009 and 2019.*

SOURCE: MARSH JLT SPECIALTY.

KNOWN ISSUE

11% = NO LOSSES SUFFERED

89% = ALL EXCLUSIONS

89%

11%

* This refers to a claim that has evolved past mere facts or circumstances that may give rise to a claim, with the insured investigating the breach and

loss, and presenting the claim to insurers formally under the policy for payment. This data includes Marsh EMEA data and data processed through

JLT London.

The Great Majority of Claims Are PaidDespite having a low-frequency, high-

quantum claims profile, 84% of closed

claims were paid (see figure 7). The large

percentage of closed claims payments

reflects the benefit of using W&I

insurance as a transaction tool.

Specific Exclusions Account for Almost Half of DenialsOf the 89% of denials that related to a

policy exclusion, nearly half were because

of a known issue, with the remainder

relating to a specific exclusion in the

W&I insurance policy (see figure 8). The

significant increase in capacity in the W&I

insurance market in recent years has led

to greater competition between insurers,

resulting in coverage becoming broader.

With fewer exclusions now classed as

“market standard”, it is foreseeable that

fewer claims will be denied because of

policy exclusions.

Most Denials Are AcceptedOnce an insurer has denied a claim, this

will either be accepted or challenged by

an insured. The vast majority of denials

that are accepted by insureds shows that

insurers and insureds are, more often

than not, reaching an agreement as to a

claim’s validity.

From 2016 to date, Marsh JLT Specialty has seen circa US$100 million of paid claims in EMEA.

8 • Transactional Risk Insurance Claims Study, EMEA

Breach Types: Tax and Financial Statements DominateMore than half of notifications between 2009 and 2019 related to tax or financial

statements, with compliance with laws accounting for 14%.

Almost a third (31%) of all notifications relate to tax, while almost

a quarter (23%) relate to financial statements or accounting

warranties (usually a misstatement or failure to comply with

accounting rules for reasons such as: overstated profit, stock,

and inventory). Ultimate exposures under a W&I insurance policy

relate to the valuation of a business; it is therefore unsurprising

that many of the notifications relate to accounts that form the

basis of such a financial valuation.

There can be some crossover between these two breach types,

as most accounting notifications (and some other types of

breach, such as issues around material contracts) may also

implicate some tax warranties.

Unsurprisingly, compliance with laws form the next largest

notification segment, as this can encompass a variety of law and

regulation, including employment, licensing, environmental, and

building permits. It might also reflect the significant proportion

of cross-border transactions, and the difficulty in diligencing

compliance with laws where the target business operates in

many jurisdictions.

FIGURE

9Tax and financial statement breaches were overwhelmingly the largest causes of

notifications between 2009 and 2019.

SOURCE: MARSH JLT SPECIALTY.

TAX, 31%

FINANCIAL

STATEMENTS, 23%

COMPLIANCE

WITH LAWS, 14%

EMPLOYMENT, 6%

MATERIAL

CONTRACTS, 8%

OPERATIONS, 4%

CONSTRUCTION

DEFECTS, 4%

LITIGATION, 4%

BREACH OF CONTRACT, 2%

INTELLECTUAL

PROPERTY, 2%

OTHER, 2%

PROPORTION OF

NOTIFICATIONS BY

BREACH TYPE

Marsh JLT Specialty • 9

Ultimate exposures under a W&I insurance policy relate to the valuation of a business; it is therefore unsurprising that many of the notifications relate to accounts that form the basis of such a financial valuation.

10 • Transactional Risk Insurance Claims Study, EMEA

From a review of notifications across 24

EMEA jurisdictions, the UK, Germany,

France, the Netherlands, and the Nordics

are the five locations with the most

notifications. The UK and France were

both early adopters of W&I insurance

so have a more mature notifications

profile. Germany was a late adopter of

W&I insurance, but in recent years the

increase in M&A activity and the resultant

increased use of W&I insurance is

affecting the country's number of claims.

The Netherlands also has a relatively

high number of notifications and a

high proportion of notifications against

policies placed (see figure 10). In Marsh

JLT Specialty’s experience of Dutch

transactions, notification rates are

high but the number of valid claims is

relatively low. This could reflect a greater

propensity to alert insurers to a potential

issue even if it cannot be, or is not later,

substantiated.

CEE’s high number of notifications as a

proportion of policies placed may relate

to the earlier years surveyed, when,

in particular, Poland had a number

of notifications predominantly based

around construction defects and leases

in commercial real estate transactions.

There have been significant increases in

demand for W&I insurance in Southern

Europe; as more transactions are insured

in this region, it will be interesting to see

if their claims profile evolves similarly to

more mature W&I insurance markets.

Breach TypesIn the UK, it is common to see tax

warranty breaches accompanying a

financial warranty breach (as incorrect

accounting often leads to incorrectly

paid tax and vice versa). It is therefore

not surprising to see a high notification

rate for tax warranty breaches as a

combination of both accounting issues in

the target businesses and standalone tax

issues (see figure 11).

FIGURE

10Notifications as a proportion of total policies placed was highest in the Netherlands

and CEE, and lowest in Southern Europe (between 2009 and 2019).

SOURCE: MARSH JLT SPECIALTY.

0 5 10 15 20 25

SOUTHERN EUROPE

UK

NORDICS

FRANCE & BELGIUM

DACH

CEE

NETHERLANDS

NOTIFICATIONS AS A PROPORTION OF TOTAL POLICIES PLACED

21%

21%

17%

15%

13%

10%

3%

Jurisdictional TrendsThe UK, Germany, France, the Netherlands, and the Nordics see a high number of

notifications, but the Netherlands and Central and Eastern Europe (CEE) have the

highest proportion of notifications against policies placed.

FIGURE

11United Kingdom: Tax breaches accounted for

more than 50% of all notifications (between 2009

and 2019).

SOURCE: MARSH JLT SPECIALTY.

OTHER

MATERIAL CONTRACTS

FINANCIAL STATEMENTS

TAX

51%

18%

5%

26%

Marsh JLT Specialty • 11

There has also been a higher proportion

of known tax risks insured under

UK-placed policies, which might also have

contributed to its tax notification activity.

Given a large proportion of UK

transactions involve single jurisdiction

targets, Marsh JLT Specialty has seen

a lower proportion of notifications in

relation to breaches of compliance with

law warranties.

The most common breach notified

in Germany was financial statement

breaches, accounting for 54% of all

breach types notified between 2009 and

2019 (see figure 12); in France for the

same period it was tax and operations-

based breaches (see figure 13). The

Netherlands had employment and

compliance with laws as the top two

breach notification types, each making

up 23% of all notifications in this ten-year

period (see figure 14).

The NordicsWhile there are differences between the

Nordic countries, the region as a whole

is one of the most developed in Europe

in terms of use of W&I insurance. Its

claims ratio is relatively benign compared

to other parts of EMEA. This is likely

the result of, and interdependent with,

the transparent and honest disclosure

processes (in the "Transparency

International 2018 Corruption

Perceptions Index", Denmark ranks as

number one, Sweden and Finland are

tied as number three and Norway ranks

as number seven). This is coupled with

an active private equity community, and

high number of blue-chip corporates

relative to the population and respective

gross domestic products of the countries

in the region.

Despite this, insurers have received

a number of high-severity claims and

losses due to less forthcoming sellers

and/or management. These often result

in notifications under both the accounts

warranties and the sweeper information

warranties (the latter of which are market

standard in the region for both insured

and uninsured deals).

FIGURE

12Germany: Breaches of financial statements

account for more than half of notifications.

SOURCE: MARSH JLT SPECIALTY.

OTHER

MATERIAL CONTRACTS

TAX

FINANCIAL STATEMENTS

54%

15%

15%

16%

FIGURE

13France: Tax and operations-based breaches each

account for more than a third of notifications.

SOURCE: MARSH JLT SPECIALTY.

OTHER

COMPLIANCE WITH LAW

OPERATIONS

TAX

36%

36%

18%

10%

FIGURE

14Netherlands: There is a broad spread of

breach types.

SOURCE: MARSH JLT SPECIALTY.

FINANCIAL STATEMENTS

LITIGATION

OTHER

TAX

EMPLOYMENT

COMPLIANCE WITH LAWS23%

23%

15%

15%

15%

9%

12 • Transactional Risk Insurance Claims Study, EMEA

FIGURE

15Tax and financial statements were the most common breach types across Europe

(between 2009 and 2019).

SOURCE: MARSH JLT SPECIALTY.

TAX

FINANCIAL STATEMENTS

COMPLIANCE WITH LAWS

EMPLOYMENT

MATERIAL CONTRACTS

CONSTRUCTION DEFECTS

ENVIRONMENTAL LITIGATION

BREACH OF CONTRACT

PRODUCT LIABILITY

UNDISCLOSED LIABILITIES

Austria Construction defects

Belgium Financial statements

CEE Compliance with laws

Cyprus Tax

France Tax

Germany Financial statements

Ireland Compliance with laws, financial statements, tax

Italy Breach of contract, product liability

Luxembourg Tax

Netherlands Compliance with laws

Nordics Financial statements

Russia Compliance with laws, tax

Spain Tax, environmental litigation, employment

Switzerland Financial statements, tax, product liability

Turkey Compliance with laws, material contracts

UK Tax

Marsh JLT Specialty • 13

Notifications as a proportion of total policies placed were highest in the Netherlands and CEE.

14 • Transactional Risk Insurance Claims Study, EMEA

Tax In FocusTax notifications relate to a range of taxes, although VAT and withholding tax account for

almost two thirds of them.

FIGURE

16Tax notifications became far more frequent from

2016 onwards.*

SOURCE: MARSH JLT SPECIALTY.

FIGURE

17VAT dominated tax notifications between 2009

and 2018.*

SOURCE: MARSH JLT SPECIALTY.

The high number of VAT and income tax

related notifications is likely because

both involve complicated forms of

legislation or reliance on a high degree of

tax authority guidance, which means that

mistakes are relatively commonplace.

For VAT, for example, many companies

will face a high volume of invoicing and

receipts. Similarly, income tax is often

an area for mistakes, in particular for

companies with lots of employees (for

instance, a change in circumstances,

such as working hours or starting a

second job, can lead to mistakes being

made).

The relatively large number of

withholding tax related notifications

reflects the high volume of cross-border

transactions. Although the reasons for

these notifications are less clear, they

could result from:

1. A lack of documentation, or

incorrect analysis – usually found in

circumstances where due diligence

was done on a sampling basis.

2. A factual inconsistency not picked up

in due diligence; for example, it might

transpire that the payee is not in fact

the beneficial owner of the monies

upon an enquiry being raised by a tax

authority.

There is a lower than average denial

rate for tax, which probably reflects

the fact that invalid claims are less

likely to be made in the first instance

because tax exclusions in W&I policies

are well defined and understood by

insureds. Moreover, the overall process

is simpler because a tax claim is more

straightforward to identify and quantify.

TAX NOTIFICATION SUB-TYPE

CORPORATION TAX

SHARE SALE TAX

VAT

WITHHOLDING TAX

CORPORATE INCOME TAX

INCOME TAX

16%

12%

20%

44%

4%4%

20182017201620152013201220112009

TA

X N

OT

IFIC

AT

ION

S

* This data includes Marsh EMEA data and data processed through JLT London.

Marsh JLT Specialty • 15

About Marsh JLT Specialty Placement and claims shouldn't be viewed in isolation as two distinct

parts of the insurance lifecycle. The experience we garner from our claims

"book" feeds back into our placement process.

How Marsh JLT Specialty Handles W&I Insurance PlacementsEstablished in EMEA in 1999, the Private Equity and

M&A Practice is the leading provider of risk and

insurance advisory services on M&A transactions and

divestments. The Transactional Risk team is a core

part of our wider offering to both fund and corporate

clients when making an acquisition or divestment.

The team arranges M&A insurance solutions such as

W&I insurance, tax, contingency, and title insurance.

We have more than 50 transactional risk practitioners

based in key jurisdictions across EMEA, supported by

two hubs in London and the Nordics. In 2018 alone,

our team placed more than 450 policies in EMEA for

an aggregate enterprise value of US$101 billion and

we can assist with your transaction regardless of the

sector, governing law, or language.

Our approach to placement in this highly specialised

class of the insurance market is open-market

placements, utilising the breadth of available insurer

options. This affords our clients with a broad scope

of cover and competitive premium and retention

levels. This approach means we have W&I insurance

notifications on placements arranged with more than

20 insurers and managing general agents across 24

EMEA jurisdictions.

How Marsh JLT Specialty Handles W&I Insurance ClaimsMarsh JLT Specialty’s London-based W&I insurance

claims specialist sits as part of the Private Equity

and M&A Practice and is supported by a team of

experienced claims advocates. Effective claims

management, negotiation, and resolution are a

critical part of the service that we offer our clients in

order to navigate complex transactional risk claims.

We provide a bespoke claims service, including

specialist advocacy services, developed around

client requirements. Our approach to claims is

proactive whether “behind the scenes” with the

client in preparation of the claim, or in moving the

claim to resolution.

Placement and claims shouldn’t be viewed in

isolation as two distinct parts of the insurance

lifecycle. The experience we garner from our claims

“book” feeds back into our placement process

and allows us to give our clients key insight when

negotiating insurers’ policy wordings pre-placement.

16 • Transactional Risk Insurance Claims Study, EMEA

ABOUT MARSH

Marsh is the world’s leading insurance broker and risk

adviser. With over 35,000 colleagues operating in more

than 130 countries, Marsh serves commercial and individual

clients with data driven risk solutions and advisory services.

Marsh is a wholly owned subsidiary of Marsh & McLennan

Companies (NYSE: MMC), the leading global professional

services firm in the areas of risk, strategy and people.

With annual revenue over US$15 billion and 75,000

colleagues worldwide, MMC helps clients navigate an

increasingly dynamic and complex environment through

four market-leading firms: Marsh, Guy Carpenter, Mercer,

and Oliver Wyman. Follow Marsh on Twitter @MarshGlobal;

LinkedIn; Facebook; and YouTube, or subscribe to BRINK.

For more information about M&A insurance and other solutions from Marsh,

visit uk.marsh.com or contact your local Marsh representative.

LINDA ABAD

+44 (0) 20 7357 2440

[email protected]

JAMIE ATHERTON

+44 (0)20 7357 1612

[email protected]

LEO FLINDALL

+44 (0)20 7357 5253

[email protected]

ANDREW HUNT

+44 (0)20 7357 1413

[email protected]

LORRAINE LLOYD-THOMAS

+44 (0)20 7357 1748

[email protected]

ALASTAIR LOWRY

+44 (0)20 7357 3083

[email protected]

LEON STEENKAMP

+44 (0)20 7558 3994

[email protected]

ALEXANDRA TANNER

+44 (0)20 7357 3759

[email protected]

This is a marketing communication.

The information contained herein is based on sources we believe reliable and should be understood to be general risk management and insurance information only.

The information is not intended to be taken as advice with respect to any individual situation and cannot be relied upon as such.

Statements concerning legal, tax or accounting matters should be understood to be general observations based solely on our experience as insurance brokers and

risk consultants and should not be relied upon as legal, tax or accounting advice, which we are not authorised to provide.

In the United Kingdom, Marsh Ltd is authorised and regulated by the Financial Conduct Authority for General Insurance Distribution and Credit Broking (Firm

Reference No. 307511). Marsh JLT Specialty is a trading name of Marsh Ltd.

Copyright © 2019 Marsh Ltd All rights reserved

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